Facebook’s 2016 Annual Meeting: Peter Thiel Remains on Board

Facebook’s 2016 annual meeting Monday was more intriguing than past gatherings due to uncertainty over Peter Thiel’s position on the board of directors and a proposal to create a new class of non-voting capital stock.

But when all was said and done at the Sofitel San Francisco Bay in Redwood City, Calif., Monday afternoon, all of the votes went Facebook’s way.

There had been some speculation about Thiel not being retained on the company’s board of directors following the news last month that he helped fund wrestler Hulk Hogan’s lawsuit against Gawker Media, since it seemed to run counter to the social network’s efforts to embrace media and publishers.

However, Thiel and the rest of Facebook’s board of directors—Marc Andreessen, Erskine Bowles, Susan Desmond-Hellmann, Reed Hastings, Jan Koum, Sheryl Sandberg and Mark Zuckerberg—will serve through next year’s annual meeting.

The new class of non-voting capital stock, class-C capital stock, which was also approved at the company’s annual meeting, was first proposed on the day of Facebook’s first-quarter-2016 earnings call in late April, and general counsel Colin Stretch said in a note at the time:

The board believes that a large part of Facebook’s success has stemmed from the leadership, creative vision and management of Mark Zuckerberg, and that the company’s future success will depend on Mark’s continued leadership. Specifically, the board believes this structure will benefit Facebook and its stockholders by:

  • Allowing the company to maintain focus on Mark’s long-term vision for Facebook.
  • Encouraging Mark to remain involved with Facebook in a leadership role.
  • Mitigating succession risk.
  • Better mitigating potential future voting dilution.

This is not a traditional governance model, but Facebook was not built to be a traditional company. The board believes that a founder-led approach has been and continues to be in the best interests of Facebook, its stockholders and the community.

The other proposals that were voted on were:

  • The ratification of Ernst & Young as Facebook’s independent registered public accounting firm through the end of 2016: Facebook recommended that shareholders vote for this proposal, and they did.
  • A non-binding advisory vote on the compensation program for the company’s named executive officers: Facebook recommended that shareholders vote for this proposal, and they did.
  • The ratification of Facebook’s grant of restricted stock units to non-employee directors in 2013: Facebook recommended that shareholders vote for this proposal, and they did.
  • The ratification of Facebook’s grant of RSUs to non-employee directors in 2014 and 2015: Facebook recommended that shareholders vote for this proposal, and they did.
  • The approval of the company’s annual compensation program for non-employee directors: Facebook recommended that shareholders vote for this proposal, and they did.
  • The approval of the amendment and restatement of Facebook’s 2012 equity incentive plan: Facebook recommended that shareholders vote for this proposal, and they did.
  • A stockholder proposal regarding change in stockholder voting: Facebook recommended that shareholders vote against this proposal, and they did.
  • A stockholder proposal regarding an annual sustainability report: Facebook recommended that shareholders vote against this proposal, and they did.
  • A stockholder proposal regarding a lobbying report: Facebook recommended that shareholders vote against this proposal, and they did.
  • A stockholder proposal regarding an international public policy committee: Facebook recommended that shareholders vote against this proposal, and they did.
  • A stockholder proposal regarding a gender pay equity report: Facebook recommended that shareholders vote against this proposal, and they did.

Readers: What are your thoughts on the voting at Facebook’s annual shareholders meeting?